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JOHN CABOT UNIVERSITY
COURSE CODE: "FIN 360"
COURSE NAME: "Mergers and Acquisitions"
SEMESTER & YEAR:
Fall 2015
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SYLLABUS
INSTRUCTOR:
Teresa Triglia
EMAIL: [email protected]
HOURS:
M 6:00PM 8:45PM
TOTAL NO. OF CONTACT HOURS:
45
CREDITS:
3
PREREQUISITES:
Prerequisites: Junior Standing, FIN 201, FIN 202, FIN 301
OFFICE HOURS:
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COURSE DESCRIPTION:
Despite the frequency and magnitude of Mergers and Acquisitions (M&A) activity, M&As have a poor track record of success. Building on the premise that what happens after the deal is signed is as critical as the deal-making itself, in this course the student will research general literature, case studies, and practitioner experiences to build the knowledge necessary to address the financial, strategic and organizational challenges of acquisitions, with a view to realizing the promise of value creation. Specifically, the course explores the role of M&As in corporate strategy, domestically, overseas and across borders. It also reviews the fundamental building blocks: identification, valuation, negotiation, due diligence, deal structuring, financing, and integration.
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SUMMARY OF COURSE CONTENT:
MERGERS HAVE BEEN A VERY IMPORTANT PART OF COMPANY GROWTH OVER THE PAST TWENTY FIVE YEARS,
DOMESTICALLY, OVERSEAS, AND ACROSS BORDERS. THIS COURSE REVIEWS SOME OF THE CORE
CONCEPTS INVOLVED IN MERGERS AND ACQUISITIONS: CORPORATE STRATEGY AND IDENTIFICATION, VALUATION, NEGOTIATIONS, DUE DILIGENCE, DEAL STRUCTURING, FINANCING, AND INTEGRATION. THE
COURSE IS ARTICULATED IN FOUR PARTS: (1) AN OVERVIEW OF M&A'S: TYPES OF MERGERS,
DRIVERS OF VALUE, DETERMINANTS OF SUCCESS, AND ROLE OF ADVISERS; (2) CORPORATE STRATEGY AND ORGANIZING FOR ACQUISITIONS: SOURCES AND LIMITS OF VALUE CREATION AND TARGET SELECTION; (3) DEAL STRUCTURING AND NEGOTIATION: VALUATION METHODS (PARTICULAR LOOK AT CROSS-BORDER ACQUISITIONS AND LBOS), ACCOUNTING AND PAYMENT, KEY AGREEMENTS, DUE DILIGENCE, BID STRATEGIES AND DEFENCES; (4) POST ACQUISITION INTEGRATION: MAKING ACQUISITIONS WORK - HUMAN CAPITAL AT THE CENTER OF INTEGRATION SUCCESS.
THE COURSE WILL INCLUDE SEVERAL CASE STUDIES AND OPPORTUNITITES FOR ENGAGEMENT AND WILL BE PRACTICALLY ORIENTED.
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LEARNING OUTCOMES:
AFTER SUCCESSFUL COMPLETION OF THE COURSE THE STUDENT WILL BE ABLE TO:
- UNDERSTAND THE DIFFERENT CONTEXTS IN WHICH MERGERS AND ACQUISITIONS CAN TAKE PLACE
- IDENTIFY M&A POTENTIAL FOR CREATING VALUE
- EVALUATE THE POSSIBILITIES OF SUCCESS OF A MERGER
- FORESEE POSSIBLE PROBLEMS DEPENDING ON HOW THE DEAL IS STRUCTURED
- ASSESS THE POTENTIAL VALUE OF AN ACQUISITION TO THE ACQUIRING PARTY, ANALYSING THE INDIVIDUAL SOURCES OF VALUE
- UNDERSTAND THE VARIOUS INTERCONNECTED STEPS OF THE DEAL STRUCTURING AND NEGOTIATION PROCESS
- ESTABLISH A PLAN FOR EFFECTIVE IMPLEMENTATION OF A MERGER, BASED ON THE TRADE·OFFS OF THE MERGER PROCESS
- UNDERSTAND THE CHALLENGES ASSOCIATED WITH POST-CLOSING INTEGRATION
- OVERALL - DEVELOP SKILLS IN BUSINESS AND ECONOMIC ANALYSIS, PROBLEM SOLVING AND CREATIVE THINKING
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TEXTBOOK:
| Book Title | Author | Publisher | ISBN number | Library Call Number | Comments | Format | Local Bookstore | Online Purchase |
| CREATING VALUE FROM MERGERS AND ACQUISITIONS - THE CHALLENGES (2ND EDITION) | SUDI SUDARSANAM | FINANCIAL TIMES PRENTICE HALL | 978-0273715399 | | | | | |
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REQUIRED RESERVED READING:
RECOMMENDED RESERVED READING:
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GRADING POLICY
-ASSESSMENT METHODS:
| Assignment | Guidelines | Weight |
| CLASS PREPARATION AND PARTICIPATION | THE COURSE WILL BE HIGHLY INTERACTIVE. THE GRADE FOR CLASS PARTICIPATION WILL BE BASED ON THE QUALITY OF THE STUDENTS' PREPARATION, ANALYSIS OF ASSIGNED TEXTS, AND CONTRIBUTION TO CLASS DISCUSSION. | 25 |
| CASE WRITE-UPS | THE COURSE WILL INCLUDE DETAILED DISCUSSIONS OF SEVERAL CASE STUDIES. EACH STUDENT WILL BE ASKED TO PREPARE HIS/HER OWN ANALYSIS OF CERTAIN CASES. THESE WRITE-UPS WILL BE IN RESPONSE TO PROVIDED QUESTIONS. | 20 |
| GROUP PROJECT AND PRESENTATION | THE STUDENTS WILL FORM TEAMS (NUMBER TBD) TO APPLY IDEAS FROM THE COURSE TO A SPECIFIC M&A DEAL OF THEIR CHOOSING. THE GOAL IS TO ANALYZE A COMPANY THAT HAS OVERCOME SERIOUS CHALLENGES BY USING A MERGER OR ACQUISITION TECHNIQUE. THE STUDENTS MAY CHOOSE A PAST TRANSACTION OR PROPOSE A HYPOTHEICAL TRANSACTION. THE GROUPS WILL PRESENT THEIR PROJECTS TO THE CLASS AND ANSWER QUESTIONS. FURTHER DETAILS WILL BE PROVIDED IN CLASS. | 30 |
| FINAL EXAM | LIKELY TAKE HOME CASE | 25 |
-ASSESSMENT CRITERIA:
AWork of this quality directly addresses the question or problem raised and provides a coherent argument displaying an extensive knowledge of relevant information or content. This type of work demonstrates the ability to critically evaluate concepts and theory and has an element of novelty and originality. There is clear evidence of a significant amount of reading beyond that required for the c
BThis is highly competent level of performance and directly addresses the question or problem raised.There is a demonstration of some ability to critically evaluatetheory and concepts and relate them to practice. Discussions reflect the student’s own arguments and are not simply a repetition of standard lecture andreference material. The work does not suffer from any major errors or omissions and provides evidence of reading beyond the required assignments.
CThis is an acceptable level of performance and provides answers that are clear but limited, reflecting the information offered in the lectures and reference readings.
DThis level of performances demonstrates that the student lacks a coherent grasp of the material.Important information is omitted and irrelevant points included.In effect, the student has barely done enough to persuade the instructor that s/he should not fail.
FThis work fails to show any knowledge or understanding of the issues raised in the question. Most of the material in the answer is irrelevant.
-ATTENDANCE REQUIREMENTS:
AS NOTED, THIS COURSE IS HIGHLY INTERACTIVE. IF A STUDENT IS NOT PRESENT, HE/SHE CANNOT LEARN AND MORE IMPORTANT, CANNOT ADD HER UNIQUE THOUGHTS AND INSIGHT TO THE DISCUSSION. ABSENCES OR TARDINESS JEOPARDIZE THAT PART OF THE GRADE WHICH IS BASED CLASS PREPARATION AND PARTICIPATION GRADE.
THE UNIVERSITY'S ATTENDANCE POLICY IS DESCRIBED IN THE CATALOGUE.
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ACADEMIC HONESTY
As stated in the university catalog, any student who commits an act of academic
dishonesty will receive a failing grade on the work in which the dishonesty occurred.
In addition, acts of academic dishonesty, irrespective of the weight of the assignment,
may result in the student receiving a failing grade in the course. Instances of
academic dishonesty will be reported to the Dean of Academic Affairs. A student
who is reported twice for academic dishonesty is subject to summary dismissal from
the University. In such a case, the Academic Council will then make a recommendation
to the President, who will make the final decision.
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STUDENTS WITH LEARNING OR OTHER DISABILITIES
John Cabot University does not discriminate on the basis of disability or handicap.
Students with approved accommodations must inform their professors at the beginning
of the term. Please see the website for the complete policy.
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SCHEDULE
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| Session | Session Focus | Reading Assignment | Other Assignment | Meeting Place/Exam Dates |
| AUGUST 31, 2015 | COURSE INTRODUCTION AND M&A OVERVIEW
- KEY TERMS AND TYPES OF MERGERS
- THE M&A PROCESS
- DEFINE LEAD ROLES IN THE M&A DANCE
- REVIEW RECENT M&A ACTIVITY AND TRENDS
| REQUIRED TEXT : CHAPTERS 1-4 AND CHAPTER 19 | TBD | |
| SEPTEMBER 7, 2015 | M&A AS PART OF THE CORPORATE STRATEGY
- STRATEGIC DRIVERS (GLOBALIZATION, CONSOLIDATION, TECHNOLOGY)
- SYNERGISTIC POSSIBILITIES
- SYSTEMS AND PROCEDURES NEEDED TO IMPLEMENT THE CORPORATE STRATEGY | REQUIRED TEXT: CHAPTERS 5-7, CHAPTER 9 AND CHAPTER 12 | TBD | |
| SEPTEMBER 14, 2015 | M&A AS PART OF THE CORPORATE STRATEGY (CONTINUED) AND ORGANIZING FOR ACQUISITIONS
- TARGET SELECTION
- CASE DISCUSSION
| REQUIRED TEXT: CHAPTER 13;
CASE AND ISSUES TO BE ADDRESSED: TBD | TBD | |
| SEPTEMBER 21, 2015 | DEAL STRUCTURING AND NEGOTIATION:
- TARGET VALUATION METHODOLOGIES | REQUIRED TEXT: CHAPTER 14 | TBD | |
| SEPTEMBER 28, 2015 | DEAL STRUCTURING AND NEGOTIATION: TARGET VALUATION METHODOLOGIES (CONTINUED) - CROSS BORDER ACQUISITIONS | REQUIRED TEXT - CHAPTER 8;
CASE AND ISSUES TO BE ADDRESSED:TBD | TBD | |
| OCTOBER 5, 2015 | DEAL STRUCTURING AND NEGOTIATION: TARGET VALUATION METHODOLOGIES (CONTINUED) - CROSS BORDER VALUATIONS IN THE SETTING OF A LEVERAGED BUYOUT | REQUIRED TEXT: CHAPTER 11;
CASE AND ISSUES TO BE ADDRESSED: TBD | TBD | |
| OCTOBER 12, 2015 | DEAL STRUCTURING AND NEGOTIATION: INTRODUCTION TO KEY ASPECTS OF ALL AGREEMENTS INCLUDING THE PURCHASE AGREEMENT AND DISCUSSION OF ACCOUNTING IMPLICATIONS AND DEAL FINANCING | REQUIRED TEXT: CHAPTERS 15 AND 16 | TBD | |
| OCTOBER 19, 2015 | DEAL STRUCTURING AND NEGOTIATION: DISCUSSION OF DUE DILIGENCE BEST PRACTICES AND EXPLORATION OF METHODOLOGY TO LINK TO OTHER ELEMENTS OF THE DEAL PROCESS, INCLUDING VALUATION, DEFINITIVE AGREEMENTS AND INTEGRATION. | "WHEN TO WALK AWAY FROM A DEAL", HARVARD BUSINESS REVIEW, APRIL 2004; CASE AND ISSUES TO BE ADDRESSED: TBD | TBD | |
| OCTOBER 26, 2015 | DEAL STRUCTURING AND NEGOTIATION: DEVELOPING THE APPROPRIATE BID AND DEFENCE STRATEGIES AND TACTICS WITHIN THE PARAMETERS SET BY THE REGULATORY REGIME WITH A SPECIAL LOOK AT HOSTILE BIDS | REQUIRED TEXT: CHAPTERS 20 AND 21;
CASE AND ISSUES TO BE ADDRESSED: TBD
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| NOVEMBER 2, 2015 | POST-ACQUISITION INTEGRATION - MAKING ACQUISITIONS WORK
- DISCUSSION OF MATERIALS | REQUIRED TEXT: CHAPTER 22 | TBD | |
| NOVEMBER 9, 2015 | POST ACQUISITION INTEGRATION - MAKING ACQUISITIONS WORK (CONTINUED)
-DISCUSSION OF MATERIALS | REQUIRED TEXT: CHAPTERS 23 AND 24 | TBD | |
| NOVEMBER 16, 2015 | POST ACQUISITION INTEGRATION: MAKING ACQUISITIONS WORK (CONTINUED) | CASE AND ISSUES TO BE ADDRESSED: TBD | TBD | |
| NOVEMBER 23, 2015 | GROUP PROJECT PRESENTATION AND DISCUSSION | | | |
| NOVEMBER 30, 2015 | GROUP PROJECT PRESENTATION AND DISCUSSION | | | |
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